UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): February 12, 2019
SOLAREDGE TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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001-36894
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20-5338862
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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1 HaMada Street, Herziliya Pituach, Israel
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4673335
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(Address of Principal executive offices)
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(Zip Code)
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Registrant’s Telephone number, including area code: 972 (9) 957-6620
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the
registrant under any of the following provisions (see General Instructions A.2 below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR240.13e-4(c))
Item 8.01. Other Events
On February 12, 2019, SolarEdge Technologies, Inc. (the “Company”) filed a prospectus supplement (the “Resale Prospectus
Supplement”) to its automatic shelf registration statement on Form S-3 (File No. 333-229618) filed with the Securities and Exchange Commission under the
Securities Act of 1933, covering an unspecified amount of shares of its common stock, par value $0.01 per share (“Common Stock”). The Resale Prospectus Supplement covers the resale of up to 1,194,046 shares of Common Stock and may be used by the
selling stockholders identified therein to resell shares of Common Stock received by the selling stockholders in connection with the previously disclosed S.M.R.E Spa acquisition, which closed on January 25, 2019. The Company will not receive any
proceeds from the sale of Common Stock by the selling stockholders.
The Company is filing this report to provide the legal opinion as to the validity of the securities covered by the Resale
Prospectus Supplement, which opinion is attached hereto as Exhibit 5.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No.
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Description
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this
report to be signed on its behalf by the undersigned hereunto duly authorized.
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SOLAREDGE TECHNOLOGIES, INC.
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Date: February 12, 2019
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By:
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/s/ Rachel Prishkolnik
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Name:
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Rachel Prishkolnik
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Title:
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General Counsel and Corporate Secretary
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Exhibit 5.1
February 12, 2019
SolarEdge Technologies, Inc.
1 Hamada Street
Herziliya Pituach, Israel, 4673335.
| Re: |
SolarEdge Technologies, Inc.
Common Stock Offering |
Registration Statement on Form S-3
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-3 (the “Registration Statement”) of SolarEdge Technologies, Inc., a Delaware corporation (the “Company”), filed with the Securities and
Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), and the prospectus and prospectus supplement with respect thereto, each dated February 12, 2019, in connection with the offering by the selling stockholders named therein of 1,194,046 shares of the
Company’s common stock, par value $0.01 per share (the “Shares”).
In arriving at the opinion expressed below, we have examined originals, or copies certified or otherwise identified to our
satisfaction as being true and complete copies of the originals, of such documents, records, certificates of officers of the Company and of public officials and other instruments as we have deemed necessary or advisable to enable us to render this
opinion. In our examination, we have assumed without independent investigation the genuineness of all signatures, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals and the
conformity to original documents of all documents submitted to us as copies.
Based upon the foregoing, and subject to the assumptions, exceptions, qualifications and limitations set forth herein, we are
of the opinion that the Shares are validly issued, fully paid and non-assessable.
SolarEdge Technologies, Inc.
February 12, 2019
February 12, 2019
Page 2
We render no opinion herein as to matters involving the laws of any jurisdiction other than the Delaware General Corporation
Law. We are not admitted to practice in the State of Delaware; however, we are generally familiar with the Delaware General Corporation Law as currently in effect and have made such inquiries as we consider necessary to render the opinions expressed
above. Without limitation, we do not express any opinion regarding any Delaware contract law. This opinion is limited to the effect of the current state of the laws of the State of Delaware, to the limited extent set forth above, and the facts as
they currently exist. We assume no obligation to revise or supplement this opinion in the event of future changes in such laws or the interpretations thereof or such facts.
We consent to the filing of this opinion as an exhibit to the Registration Statement, and we further consent to the use of our
name under the caption “Legal Matters” in the Registration Statement and the prospectus that forms a part thereof. In giving these consents, we do not thereby admit that we are within the category of persons whose consent is required under Section 7
of the Securities Act or the rules and regulations of the Commission promulgated thereunder.
Very truly yours,
/s/ Gibson, Dunn & Crutcher LLP